As the train moves along to Denver we meet several passengers. One is a Pinkerton man handcuffed to Beth Tilton, a woman who doesn't want to go back to Colorado to her husband. The other, Allie Dawson, is a young girl that Newly befriends who does not believe in violence. The train is taken over by Jack Sinclair, an old enemy of Matt's. Matt had shot his hand off before sending him to prison. Making it look like Matt is a dead body in the baggage car, he is safe for now with Doc standing guard, but it can't last long. Kitty senses trouble when Beth starts cozying up to Jack Sinclair and worries she'll tell him what she knows. Warning her that she'll do anything for her man, Kitty watches Beth like a hawk. Festus and Newly are forced to help load the gold shipment on the wagon and when they get it loaded they end up driving off with it luring the gang out on foot to chase them. Beth tells one of the guards about Dillon in the back, and he goes to kill him.